Mr. David Valenstein
July 25, 2012
Page Two

The Treasure Coast Regional Planning Council strongly supports the expansion of passenger rail
in the Region, and the “All Aboard Florida” project represents a tremendous opportunity to
enhance the sustainability of the Region with premium transit service.

rene

Michael J. Busha, AICP
Executive Director

MIB/KD:kd


rowers NAT? ©

metropolitan planning organization

July 24, 2012

Mr. David Valenstein

Supervisor Environmental Protection Specialist
Federal Rallroad Administration

U.S. Department of Transportation

1200 New Jersey Avenue, Southeast
Washington, DC 20590

Dear David:

For more than two decades, passenger service on the Florida East Coast (FEC) Corridor
has been a desire of the residents and business owners in Southeast Florida, Hundreds
of public meetings have been held in support of passenger service on the FEC. The “All
Aboard Florida” project will Implement passenger service that has been part of our long
range transportation plan.

The “All Aboard Florida” project contemplates three stations in Southeast Florida—
downtown Miami, downtown Fort Lauderdale, and downtown West Palm Beach. Each
of these stations would increase the livability qualities of the urban core by taking
automobiles off the road and providing a much needed transportation alternative that
does not exist today. Environmental benefits would also be significant. Emissions in the
region would be reduced by introducing environmentally friendly train sets and the
downtown locations would encourage more pedestrian and bike travel.

The intercity passenger rail system would also serve as a link into other transportation
systems in Southeast Florida, specifically MetroRail, The Miami People Mover, The Fort
Lauderdale Wave Streetcar, the Sun Trolley, and the local bus systems operated by
Miami-Dade, Broward and Palm Beach Counties, Providing a more seamless mode of
travel for the public will help encourage the non-highway mindset that is much needed
in Southeast Florida.

We support the “Ail Aboard Florida” initiative and hope you recognize the net positive
environmental benefits of this project.

Best Regards,

cc: Board of Directors

Trade Centre South 100 West Cypress Creek Road. Suite 850 Furt Lauderdale, Fl 33309-2112 Phone 954.876 0033
www.browardMPO.org


intermediaries) controls, is in common control with or is controlled by FECI or its
principals.

Signed, sealed and delivered in the CITY OF MIAMI
presence of:

ares use 2 asm, CHC

City Clerk B-Ie/2e

Approved as to Form and Legality
On this day of , 2012

By: ==
Printed Name: —\\ve “OAL
Date: a\ V\2< (2

FLORIDA EAST COAST INDUSTRIES,
INC., 9 Florida corporation

Printed Name: eprela (A U

Yahi
fu


Section 4. The DDA Board of Directors urges the Florida Department of Transportation and other
regulatory/fimding agencies to support these projects as necessary. ms

Vf, A

bertson{ Executive Director

ATTEST:

(ees Raybourn 7

Secretary to the Board of Directors

BM:05/18/2012 Resolution#: 23/2012


BROWARD

COUNTY

FLO Ri DA

BERTHA W. HENRY, County Administrator
145 S. Andrews Avenue, Room 409 » Fort Lauderdale, Florida 33301 + 954-357-7362 « FAX 954-357-7360

July 31, 2012

Rafael Rodon

Executive Vice President

Florida East Coast Industries, Inc.
2855 LeJeune Road, 4" Floor
Coral Gables, FL 33134

Re: All Aboard Florida
Dear Rafael:

Please allow this letter to serve as notification of Broward County’s continued interest in participating with
Florida East Coast Industries, Inc. (FECI) on the “All Aboard Florida” passenger rail project. There is clearly
excitement in our community about the prospect of serving commuters, in and around our downtown core.
Recently, we were notified of a potential federal grant in the amount of $18 Million for the WAVE light rail
project, which links portions of downtown, judicial complex, hospital complex and other areas of interest in Fort
Lauderdale. Additionally, after years of study, the Florida Department of Transportation, South Florida Regional
Transportation Authority and Broward’s Metropolitan Planning Agency (MPO) are prepared to unveil their
proposed alignment for the Central Broward East-West project, which also has a rail component.

We would be happy to work with FECI to establish a framework by which FEC! would bring passenger rail
service to a site or station in a manner beneficial to the County and FECI. As such, we would like to work with
FEC] in an effort to analyze options for locating the FEC] project in an area that will effectively and efficiently
connect passengers of the FECI project to other modes of transportation, including, for example, The Wave light
rail project referenced above and the Broward County bus terminal, along with other modes of transportation
present in the area. To achieve this objective, the County will cooperate with FECI in exploring various
alternatives. We will provide information available to the County regarding the various projects described above
and explore different approaches to accelerate access by such other modes of transportation to the FEC] project.
We also agree to cooperate with FECI in its efforts to generate interest and cooperation from other possible
stakeholders, including other governmental entities. The synergy amongst these projects makes it critical that
there be as much coordination as possible and we look forward to our continued discussions.

if you have any questions, pleAse feel free to contact me.
wg
LAMA J =
f

Bertha W. Henry
County Administrator ——

C: Joni Armstrong Coffey, County Attorney
Evan Lukic, County Auditor

‘Broward County Board of County Commissioners
‘Sue Gunzburger + Dale V.C, Holness « Kristin Jacobs + Chip LaMarca’ Nene Lieberman + Stacy Ritter + John €. Rodstrom, J + Barbara Sharief « Lois Wexter
www. broward.org


THE MIAMI-DADE BEACON COUNCIL

Ce

RESOLUTION OF THE BEACON COUNCIL IN SUPPORT
OF THE PROPOSED “ALL ABOARD FLORIDA”
PROVATELY OWNED, OPERATED AND MAINTAINED
PASSENGER RAIL SERVICE BETWEEN DOWNTOWN
MIAMI AND ORLANDO BEING DEVELOPED BY
FLORIDA EAST COAST INDUSTRIES, INC.; FURTHER
ENCOURAGING FLORIDA EAST COAST INDUSTRIES
INC. TO SUPPORT A SEPARATE COMMUTER RAIL
SERVICE WITH STATIONS AT HIGH DENSITY / HIGH
COMMERCIAL INTENSITY AREAS ALONG THE ROUTE
IN ORDER TO BETTER CONNECT DOWNTOWN MIAMI
TO OTHER PARTS OF THE REGION; AND FURTHER
URGING THE FLORIDA DEPARTMENT OF
TRANSPORTATION AND OTHER
REGULATORY/FUNDING AGENCIES TO SUPPORT
THESE PROJECTS AS NECESSARY.

August 13, 2012

WHEREAS, South Florida has underutilized transit-oriented neighborhoods that feature
the State’s largest employment center, a growing high-density residential community, major
cultural and entertainment destinations, and an existing premium transit infrastructure that
includes three Metrorail stations, Metromover loops, and two major Metrobus terminals; and

WHEREAS, despite these facts, South Florida is “not currently seryed directly by.
regional or intra-state passenger rail; and

WHEREAS, More than fifty million people travel between South and Central Florida
annually, largely over highly congested highways; and

WHEREAS, Florida East Coast Industries, Inc. owners of the FEC corridor, has
announced plans to develop privately owned, operated and maintained passenger rail service
between Downtown Miami and Orlando, with additional stops at Ft. Lauderdale and West Palm
Beach; and

WHEREAS, Florida East Coast Industries, Inc. has announced that approximately 6,000
direct jobs will be needed to construct the system and over 1,000 more jobs to operate and
maintain it; new economic development opportunities also will be created for communities along
the route; and


Coordination with Other Modes of Ground Transportation and Other Stakeholders.
There is a wide range of ground transportation services offered at or near the Station.
The City and FECI agree to cooperate in the effort to accelerate access by such other
modes of transportation to the Station. The City and FECI also agree to cooperate in the
effort to generate interest and cooperation from other possible stakeholders, including
other governmental entities.

Non-Binding Obligations. It is understood by the Parties hereto that any discussions and
negotiations concerning the Project may be lengthy and complex. Nothing in this letter is
intended to be contractual in nature and neither party shall be bound by the terms and
conditions provided herein unless and until a formal written agreement is entered into
between the City and FECI (or one of FECI’s affiliates) (the “Definitive Agreement”).
Upon execution of such Definitive Agreement, it shall supersede this MOU and will form
the complete agreement between the Parties for the Project.

Notice. Any notices which may be permitted or required hereunder shall be in writing,
and shall be deemed to have been duly given (i) one day after depositing with a nationally
recognized overnight courier service, or (ii) on the day of hand delivery (provided such
delivery occurs prior to 5:00 pm, E.S.T. or E.D.T., as applicable), to the address listed
below or to such other address as a Party may from time to time designate by written
notice in accordance with this paragraph:

To FECI: Florida East Coast Industries, Inc.
2855 LeJeune Road, 4"" Floor
Coral Gables, Florida 33134
Attention: Rafael Rodon and Kolleen Cobb

To CITY: City of Miami
3500 Pan American Drive
Miami, Florida 33133
Attention: John Martinez, City Manager

Counterparts. This Agreement may be executed in counterpart and, when all counterpart
documents are executed, the counterparts shall constitute a single binding instrument. In
addition, any execution transmitted by facsimile or by electronic mail shall be deemed to
constitute an original signature of a Party for purposes of enforcing this Agreement.

Assignment, FECI may assign, or partially assign, this MOU to any of its affiliates,
including any person or entity which (either directly or indirectly, through one or more


CORAL GABLES
]—]Saa”

2011-2012 eo
Bonrd of Directors veloping Busnes « Building Comms
Chalrman

Drew Kern

Chair-Elect

Darla Thompson

Vioe Chalr

Nikki Deas

Vice Chale

‘ny Dorner

Vice Chalr
Rosemary Gullfoyle
Marco Ibarra To Whom It May Concern:

oss The Coral Gables Chamber of Commerce, one of the premier business development
jaune fue organizations in our community, strongly supports the Al! Aboard Florida project.
Barbara Schumann Understanding that the Intercity passenger rail service will give business and leisure
Pease passengers a new, convenient and environmentally friendly way to travel between
Parliamentarian south Florida and Orlando — and eventually Tampa and Jacksonville — the Al! Aboard

Gabe Castrilton Florida project is a valuable resource for all Floridians.
Past Chatrmian

John O'Rourke 11
Chalrman’s Appointee — Furthermore, we are excited at the opportunity All Aboard Florida offers to enhance

July 25, 2012

sie dela Pefa and ignite the economic ties between Florida’s largest marketplaces and the robust,
influential business centers that currently thrive there. In addition, the project is
eect as expected to create nearly 6,000 direct construction jobs and another 1000 jobs for
Perry Adair permanent rail operations. There is no doubt that this facet of the project comes at an
Maney riveree Important time for those seeking employment opportunities in our state.
‘Hugo Arza
flan Barakat Finally, as a traveler, All Aboard Florida will be a welcome option to enjoy when visiting
one et lelano our state and a game changer in the hospitality business. Asa business leader, All
Frank Fernandez Aboard Florida holds great promise to strengthen workforce, consumer and business
Halted initiatives in various sectors that will ultimately create greater opportunitles for all
Nelton Lazo Floridians. The benefits are real and the impacts even more significant and longterm.
Marti
Deinire Nero ,
Dan Odess We appreciate the opportunity to offer our support to such a worthy project.
Marlanne Stolt
Anabella Smith
Zachary Sulkes Sincerely,
J. Dustin Symes
Bx Officio
Boari Members uae
Cindy Birdsilt
Andrla Hanley
Sone ‘Quesada
Franl 5
Mark A. Trowbridge
lent & CEO President & CEO
Mark A, Trowbridge

224 Catalonia Avenue « Coral Gables, FL 33134 » Ph: 305-446-1657 ® Fx: 305-446-9900
www.coralgableschamber.org ¢ e-mail: info@coralgableschamber.org


Res. Wo. 193-19
Matter No, 11898

MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING (“MOU”) is made and entered into this 3rd
day of. old 2012 by and between THE CITY OF WEST PALM BEACH, a
Florida municipal corporation, with an address of 401 Clematis Street, West Palm Beach, FL
33401 (the “City”) and FLORIDA EAST COAST INDUSTRIES, INC., a Florida corporation,
with offices at 2855 LeJeune Road, 4" Floor, Coral Gables, FL 33134, (‘FECI”) for purposes of
memorializing the City’s support for the All Aboard Florida Project, as described below, and

setting forth a framework under which the City and FECI will work together to identify potential
sites in downtown West Palm Beach for the location of a station for a downtown stop.

L Objective. The objective of the City.and FECI (collectively, the “Parties” and,
individually, each shall be referenced as a “Party”) is to advance intrastate passenger rail
service that will include a stop in downtown West Palm Beach, which will increase
transportation options for passengers In, and visitors to, Florida. Specifically, FECI is
seeking to develop a privately-owned, operated and maintained passenger rail service in
Florida. This passenger rail project, called A// Aboard Florida, is a private initiative that,
among other things, is being planned to transport individuals between major
metropolitan areas in Florida which will Include a stop in West Palm Beach (the
“Project”). The current plan is to have the service operational by the end of 2014. In
order to meet this timeline, it is critical to develop plans for the station to be located in
West Palm Beach (the “Station”). FECI currently does not own any land in downtown
West Palm Beach, but the City owns properties which may be candidates for the Station.
As such, the Parties plan to work together collaboratively in an effort to analyze options
for locating the Station in an area that will effectively and efficiently connect passengers
of the Project to other modes of transportation, including, for example, the existing
trolley system, Palm Tran, and other modes of transportation present in the area. To
achieve this objective, the City and FECI shall cooperate in exploring various
alternatives, including, without limitation, consideration of possible street closures,
granting of air rights for development over public right-of-ways and the identification of

opportunities that may be available in order for the parties to maximize benefits for the
Project.

2. Concept. Once a location is selected, (the “Selected Site”) the Parties would then work

together in an effort to establish the framework by which FECI would bring passenger
rail service to the Selected Site in a manner beneficial to the City. The Station at the
Selected Site may initially include support facilities that FECI determines to be
reasonably necessary for its development. FECI and the City would also work together
to establish a framework by which to expand the Station to include other components,
Including transit-oriented development. The parties understand and agree, however,
that nothing in this MOU would require either party to make commitments that would
violate any existing agreements with third parties. Notwithstanding anything in this
MOU to the contrary, the Parties acknowledge that to the extent that the Selected Site is
owned by the City, all dispositions of City owned property, by lease or conveyance, are
subject to the City’s disposition process and approval by the City Commission.



Exhibit B

|'Florida East Coast

INDUSTRIES
MEDIA CONTACT:
Mary Sudasassi / mary.sudasassi@rbbpr.com / 305-448-6163

Florida East Coast Industries, Inc. Announces Plans for
Private Passenger Rail Service in Florida

Nation's First-of-its-Kind Privately Owned and Operated System
Will Connect Florida's Largest Cities

MIAMI (March 22, 2012) — Florida East Coast Industries, Inc. (FECI), the owner of
Florida's premier passenger rail corridor, is developing a privately owned, operated and
maintained passenger rail service to connect South Florida and Orlando, which will be
operational in 2014. By connecting the most visited city in the United States with South
Florida's business and vacation destinations, the passenger rail project, called All Aboard
Florida, is designed to serve Florida's growing number of business travelers, as well as
families and tourists traveling for pleasure.

The All Aboard Florida passenger rail project will connect South Florida to Orlando through
a 240-mile route combining 200 miles of existing tracks between Miami and Cocoa and the
creation of 40 miles of new track to complete the route to Orlando. Eventually the system
could be expanded with connections to Tampa and Jacksonville.

More than fifty million people trave) between South and Central Florida annually, largely
over highly congested highways. All Aboard Florida is envisioned to transform the way
people travel throughout the state, offering a faster, safer, and more enjoyable mode of
transportation between Florida’s two largest metropolitan areas.

Targeted to begin service in 2014, the approximately $1 billion project will operate on a
regular schedule throughout the day transporting business and leisure passengers between
South Florida and Orlando in approximately three hours. This new, convenient, affordable,
fast and environmentally friendly intercity passenger rail service is expected to:

(1) CREATE JOBS AND GROW FLORIDA’S ECONOMY—approximately 6,000 direct jobs will
be needed to construct the system and over 1,000 more jobs to operate and maintain it;
new economic development opportunities also will be created for communities along
the route;

(2) PROTECT THE ENVIRONMENT—the service will take millions of vehicles off Florida’s
roadways, resulting in a reduction in auto emissions and allowing for a far more fuel-
efficient alternative to the automobile at this time of escalating gas prices;

(3) ENSURE SPEED AND RELIABILITY—travel time between regions will be approximately
three hours and train service will be frequent throughout the day;


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July 25, 2012

Mr. David Valenstein

Supervisor Environmental Protection Specialist
Federal Railroad Administration

U.S. Department of Transportation

1200 New Jersey Avenue, Southeast
Washington, DC 20590

Subject: Letter of Support for the “All Aboard Florida” Project

Dear Mr. Valenstein:

The restoration of passenger rail service on the Florida East Coast (FEC) rail corridor has been a
top priority of the Treasure Coast Region for decades. The original FEC rail line and its stations
are the key organizing element for Florida’s historic development pattern along its east coast.
Each of the historic stations became a town center for the dozens of small and large cities that
evolved along the corridor. Since passenger rail service was disbanded in 1968, automobiles and
an expanding roadway network has characterized the coast, contributing to inefficient, sprawling
development patterns in the absence of multi-modal alternatives. The “All Aboard Florida”
project, recently proposed by Florida East Coast Industries (FECI), presents a much needed
alternative for today’s transportation network.

The “All Aboard Florida” project proposes three stations in Southeast Florida—downtown
Miami, downtown Fort Lauderdale, and downtown West Palm Beach. Each of stations would be
embedded in ongoing redevelopment efforts within these communities, enabling transit-oriented
development and improved land use/transportation relationships. In addition to servicing central
business districts, each of these potential station areas also has a strong track record for infill
housing in the past several decades, resulting in a mix of uses that corresponds well to transit
use. Accordingly, expanded transit service, such as “Ail Aboard Florida,” can promote trip
capture and remove cars from the roadway network, thereby increasing efficiency and reducing
carbon emissions,

It is also important to emphasize the importance of FECI’s “All Aboard Florida” project in the
context of the multi-modal transportation system for Southeast Florida. This critical north/south
link will include immediate connections into the local transit systems in each county as well as
other local premium transit, including MetroRail, MetroMover, the West Palm Beach downtown
trolley, and pending Fort Lauderdale “Wave” streetcar.

“Regionalism One Neighborhood At A Time”- Est.1976

421 SW Camden Avenue - Stuart, Florida 34994
Phone (772) 221-4060 - Fax (772) 221-4067 - www.terpc.ore

'

Hats

Coast pee PLANNING a ‘

i


FLORIDA

Hispanic Chamber of Commerce

——= —<——<—===—= = =

July 23, 2012

To Whom It May Concern:

The Florida State Hispanic Chamber of Commerce, Florida's leading Hispanic economic
development organization is an ardent supporter of the All Aboard Florida project.
Furthermore, we are excited at the prospect All Aboard Florida presents to enhance
and ignite the economic ties between Florida’s largest marketplaces and the robust, influential
Hispanic business communities that thrive there. As a traveler, All Aboard Florida will be ‘a
welcome option to enjoy when visiting our state. As a business leader, All Aboard Florida holds
great promise tu strengthen workforce, consumer and business initiatives in various sectors
that will ultimately benefit all Floridians.”

Very truly yours,

shes “J uty

io Fuentes

Lene EEE Dees
8461 Lake Worth Road « Suite 419 » Lake Worth, FL 33467 « Voice: 561.790.7501 + Fax: 480.247.4578
www.FSHCC.com


FL@RIDA
CHAMBER

of Commerce
July 31, 2012

Mr. David Valenstein

Supervisor Environmental Protection Specialist
Federal Railroad Administration

U.S. Department of Transportation

1200 New Jersey Avenue, Southeast
Washington, DC 20590

Dear Mr. Valenstein:

{am writing in support of the All Aboard Florida project which will bring a much needed
alterative transportation mode to Florida. For more than two decades, passenger service in the
Florida East Coast (FEC) Corridor has been discussed by the community and several hundred
public meetings have taken place to date. Passenger service in the corridor has been part of
medium- and long-term transportation plans in South Florida.

Because travel by rail is safe, energy efficient, cost effective, and convenient, the state’s long
term intermodal system plan proposes investing in all transportation modes and acknowledges
the need for adding new capital investments and expanding transit and rail options. Passenger
rail offers great potential for meeting future travel needs, given current and future
transportation challenges.

The state of Florida is the third-largest consumer of energy in the nation, and our demand for
energy will increase by as much as 76 percent between now and 2030. The transportation
sector accounts for nearly a third of U.S. energy consumption. Cars and light trucks account for
60% of U.S. energy consumption, domestic air carriers 7%, Class | freight railroads 2%, and
commuter and intercity rail 0.2%, On the basis on energy consumed per passenger mile,
passenger rail is estimated to use at least 15% less energy than the airlines and 21% less than
the automobile.

All Aboard Florida contemplates three stations in South Florida—downtown Miami, downtown
Fort Lauderdale, and downtown West Palm Beach. Each of these stations would increase the
livability qualities of the urban core by taking automobiles off the road and providing a much
needed transportation alternative that does not exist today. Environmental benefits would also
be significant. Emissions in the region would be reduced by introducing environmentally
friendly train sets and the downtown locations would encourage more pedestrian and bike
travel.


Document; Entity

Resolution No. 23/2012; Miami
lopment Authority

Memorandum of Understanding; City of
| West Palm Beach

Letter of Support; South Florida Regional
Planning Council

Letter of Support; Greater Fort
Lauderdale Alliance, Broward Coun’

Letter of Support; Treasure Coast
Regional Planning Council

Memorandum of Understanding; City of

Miami

Signatory

James F. Murley, Executive Director —

Bob Swindell, President and CEO

Michael J. Busha, AICP, Executive Director

Johnny Martinez, City Manager

Miami-Dade Beacon Council



9. Counterparts. This Agreement may be executed in counterpart and, when all counterpart
documents are executed, the counterparts shall constitute a single binding instrument. In
addition, any execution transmitted by facsimile or by electronic mail shall be deemed to
constitute an original signature of a Party for purposes of enforcing this Agreement.

10. Assignment. FECI may assign, or partially assign, this Agreement to any of its affiliates,
including any person or entity which (either directly or indirectly, through one or more
intermediaries) controls, is in common control with or is controlled by FECI or its

principals.
Signed, sealed and delivered in the THE CITY OF WEST PALM BEACH
presence of:
By; D
Printed Name: [aa¥ dD
Date: aly 25, 7
Office of the City Attorney
Approyet to form and legality
ar Se
Date: _Wa|ie

{Signatures Continue on Next Page]



3.

Coordination wit! her Modes of. ig

the ultimate development of the Project, a wide range of ground transportation services
are proposed to be offered at or near the Station. Each Party will provide further
information regarding such full service operations and different approaches thereto. The
City and FECI agree to cooperate in the effort to accelerate access by such other modes
of transportation to the Station. The City and FECI also agree to cooperate in the effort
to generate interest and cooperation from other possible stakeholders, including other
governmental entities.

Train Maintenance. The City will consider requests by FECI for leasing of property for
the construction of a maintenance or repair facility or yard for FECI’s maintenance of the
train cars.

Non-Binding Obligations. It is understood by the Parties hereto that any discussions and
negotiations concerning the Project may be lengthy and complex. If the Parties are able to
negotiate mutually-acceptable terms by which to proceed to memorialize a formal written
agreement between the City and FECL (or one of FECI's affiliates) (the “Definitive
Agreement’), then, upon the execution of such Definitive Agreement, it shall supersede
this MOU and will form the complete agreement between the Parties for the Project.
Pending execution of any such Definitive Agreement, however, either Party may
terminate any and all discussions and negotiations with respect to the Project at any time,
in such Party’s sole discretion, without any liability to the other, by providing notice of
termination to the other Party.

Notice, Any notices which may be permitted or required hereunder shall be in writing,
and shall be deemed to have been duly given (i) one day after depositing with a
nationally recognized overnight courier service, or (ji) on the day of hand delivery
(provided such delivery occurs prior to 5:00 pm, E.S.T. or E.D.T., as applicable), to the
address listed below or to such other address as a Party may from time to time
designate by written notice in accordance with this paragraph:

To FECI: Florida East Coast Industries, Inc.
2855 LeJeune Road, 4° Floor
Coral Gables, Florida 33134
Attention: Rafael Rodon and Kolleen Cobb

To CITY: City of West Palm Beach
401 Clematis Street
West Palm Beach, FL 33401
Attention: City Administrator

Applicable Law. This Agreement and the rights of the Parties hereto will be governed
and construed In accordance with the laws of the State of Florida.

Jurisdiction and Venue. The Parties hereto submit to the jurisdiction of Florida courts with
respect to matters arising out of this Agreement. The Parties agree that exclusive venue
for any suit concerning this Agreement shall be the court with appropriate jurisdiction in
Palm Beach County, Florida.



Exhibit B

(4) PROTECT EXISTING FREIGHT CAPACITY—the new passenger service will not affect
freight capacity in the rail corridor, thereby supporting Florida’s role in international
commerce and allowing more intermodal freight movements.

By adding an entirely new travel choice, the All Aboard Florida passenger rail service will
provide a high-quality experience for travelers. The system will include business- and
coach-class service with advance purchase reserved seating, gourmet meals, Wi-Fi, and the
ability to work productively throughout the entire trip. In addition, stations in Miami, Fort
Lauderdale, West Palm Beach and Orlando mean convenient transfers to Metrorail,
Metromover or SunRail, allowing passengers to reach their final destination.

FECI began a feasibility analysis for the project several months ago. Additionally, an
investment grade ridership study and engineering work to design the system are
underway, Today’s announcement marks the beginning of working in depth with local,
state and federal officials, as well as the communities along the route.

HHH

Florida East Coast Industries, Inc. (FECI), through its subsidiaries and affiliates, is a
major owner and developer of real estate and transportation-related businesses within the
State of Florida. Headquartered in Coral Gables, FL, FECI has a rich history dating back
over a century when Henry Flagler first established the company and became a pioneer in
the development of Florida’s eastern coast. Today, the company owns, manages, develops
and leases commercial real estate properties, and its affiliate, the Florida East Coast
Railway, L.L.C., owns the railroad over which freight is transported.

All Aboard Florida is an intercity passenger rail project that will connect South Florida to
Orlando with intermediate stations in Fort Lauderdale and West Palm Beach. This rail
service wil] give Floridians and visitors a viable transportation alternative to congested
highways and airport terminals. All Aboard Florida will provide a high-quality experience
for passengers and will be the first privately owned, operated, and maintained passenger
rail system in the United States.


MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING (“MOU”) is made and entered into this

31% day of July, 2012 by and between CITY OF MIAMI, a Florida municipal corporation, with
an address of 3500 Pan American Drive, Miami, FL 33401 (the “City”) and FLORIDA EAST
COAST INDUSTRIES, INC., a Florida corporation, with offices at 2855 LeJeune Road, 4”
Floor, Coral Gables, FL 33134, (“FECI”) for purposes of memorializing the City’s support for
the All Aboard Florida Project, as described below, and setting forth a framework under which
the City and FECI will work together to allow the development of a station for a downtown stop
at the property owned by FECI in downtown Miami (the “Station”.

1,

Objective. The objective of the City and FECI (collectively, the “Parties” and,
individually, each shall be referenced as a “Party”) is to advance intrastate passenger rail
service that will include a stop in downtown Miami at the Station, which will increase
transportation options for passengers in, and visitors to, Florida. Specifically, FECI is
seeking to develop a privately-owned, operated and maintained passenger rail service in
Florida. This passenger rail project, called All Aboard Florida, is a private initiative that,
among other things, is being planned to transport individuals between major metropolitan
areas in Florida which will include a stop in Miami at the Station (the “Project”). The
current plan is to have the service operational by the end of 2014. In order to meet this
timeline, it is critical to develop plans for the Station which effectively and efficiently
connects passengers of the Project to other modes of transportation, including, for
example, the existing MetroRail, MetroMover and other modes of transportation present
in the area. To achieve this objective, the City and FECI shall cooperate in exploring
various alternatives, including, without limitation, consideration of possible street
closures, grade crossings, grade separation (aerial) crossings, granting of air rights for
development over public right-of-ways, easements for access and the identification of
opportunities that may be available in order for the Parties to maximize benefits for the
Project, such as funding opportunities.

Concept. The Parties shall work together in an effort to establish the framework by
which FECI would bring passenger rail service to the Station in a manner beneficial to
the City. The Station may initially include support facilities that FECI determines to be
reasonably necessary for its development. FECI and the City would also work together
to establish a framework by which to expand the Station to include other components,
including transit-oriented development. The Parties understand and agree, however, that
nothing in this MOU would require either Party to make commitments that would violate
any existing agreements with third parties.

Cooperation. The City and FECI shall cooperate in exploring various alternatives in
order for the Parties to maximize benefits for the Project, including helping to identify
possible funding opportunities. Further, to expedite FECI’s application process, the City
shall work together with FEC! regarding platting and zoning issues. This MOU shall not
be used to circumvent the platting process (Chapter 55 of the Code).


WHEREAS, The Beacon Council finds that this proposed service is consistent with the
Beacon Council’s mission to encourage economic development through the creation of jobs and
new opportunities to diversify and grow the economy in Miami-Dade County; and

WHEREAS, The Beacon Council wishes to encourage Florida East Coast Industries,
Inc. to support a separate commuter rail service with stations at high density / high commercial
intensity areas along the route in order to better connect Downtown Miami to other parts of the
region.

NOW, THEREFORE, BE IT RESOLVED BY THE BEACON COUNCIL, that:

Section 1. The Beacon Council supports the proposed “All Aboard Florida” privately
owned, operated and maintained passenger rail service between Downtown Miami and Orlando
being developed by Florida East Coast Industries, Inc.

Section2. | The Beacon Council encourages Florida East Coast Industries, Inc. to
support a separate rail service with stations at high density / high commercial intensity areas
along the route in order to better connect Downtown Miami to other parts of the region.

Section 3. The Beacon Council urges the Florida Department of Transportation and
other regulatory / funding agencies to support these projects as necessary.

IN WITNESS WHEREOF, The undersigned have executed this Resolution effective as
of August 17, 2012.

THE ee COUNTY BEACON COUNCIL

Alan Becker
Secretary Chair

Frank R. Nero
President & CEO


RESOLUTION NO. 23/2012

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE MLAMI
DOWNTOWN DEVELOPMENT AUTHORITY (“DDA”) OF THE CITY
OF MJAMI, FLORIDA IN SUPPORT OF THE PROPOSED “ALL
ABOARD FLORIDA” PRIVATELY OWNED, OPERATED AND
MAINTAINED PASSENGER RAIL SERVICE BETWEEN DOWNTOWN
MIAMI AND ORLANDO BEING DEVELOPED BY FLORIDA EAST
COAST INDUSTRIES, INC; FURTHER ENCOURAGING FLORIDA
EAST COAST INDUSTRIES, INC. TO SUPPORT A SEPARATE
COMMUTER RAIL SERVICE WITH STATIONS AT HIGH DENSITY /
HIGH COMMERCIAL INTENSITY AREAS ALONG THE ROUTE IN
ORDER TO BETTER CONNECT DOWNTOWN MIAMI TO OTHER
PARTS OF THE REGION; AND FURTHER URGING THE FLORIDA
DEPARTMENT OF TRANSPORTATION AND OTHER
REGULATORY/FUNDING AGENCIES TO SUPPORT THESE
PROJECTS AS NECESSARY.

WHEREAS, Downtown Miami is South Florida’s largest, most utilized transit-oriented
neighborhood, featuring the State's largest employment center, a growing high-density residential community, major
cultural and entertainment destinations, and an existing premium transit infrastructure that includes three Metrorail
stations, three Metromover loops, and two major Metrobus terminals; and

WHEREAS, despite these facts, Downtown Miami is not currently served directly by regional or intra-state
passenger rail; and

WHEREAS, the 2025 Downtown Miami Master Plan supports directly linking Downtown to other Florida
cities along the FEC corridor (provided herein as Exhibit A); and

WHEREAS, Florida East Coast Industries, Inc., owners of the FEC corridor, has announced plans to
develop privately owned, operated and maintained passenger rail service between Downtown Miami and Orlando,
with additional stops at Ft. Lauderdale and West Palm Beach (provided herein as Exhibit B); and

WHEREAS, the DDA finds that this proposed service is consistent with and furthers the Downtown
Miami Master Plan’s expressed goals for such service; and

WHEREAS, the DDA wishes to encourage Florida East Coast Industries, Inc. to support a separate
commuter rail service with stations at high density / high commercial intensity areas along the route in order to
better connect Downtown Miami to other parts of the region.

NOW, THEREFORE, be it resolved by the Board of Directors of the Miami Downtown Development
Authority of the City of Miami, Florida.

Section 1. ‘The recitals are true and correct and are adopted by reference and incorporated as if fully
set forth in this Section.
Section 2. The DDA Board of Directors supports the proposed “Al Aboard Florida” privately

owned, operated and maintained passenger rail service between Downtown Miami and Orlando being developed by
Florida East Coast Industries, Inc.

Section 3. The DDA Board of Directors encourages Florida East Coast Industries, Inc. to support a

separate commuter rail service with stations at high density / high commercial intensity areas along the route in
order to better connect Downtown Miami to other parts of the region.

BM:05'182012 Resolution: 23/2012


South

Florida we
Regional a
Planning A
Council

July 24, 2012

Mr. David Valenstein

Supervisor Environmental Protection Specialist
Federal Railroad Administration

U.S, Department of Transportation

1200 New Jersey Avenue, Southeast
Washington, DC 20590

Dear Mr. Valenstein:

I am writing in support of the All Aboard Florida project which will bring a much needed alterative
transportation mode to Florida. For more than two decades, passenger service in the Florida East Coast
(FEC) Corridor has been discussed by the community and several hundred public meetings have taken
place to date. Passenger service in the corridor has been part of medium- and long-term transportation
plans in South Florida.

All Aboard Florida contemplates three stations in South Florida—downtown Miami, downtown Fort
Lauderdale, and downtown West Palm Beach. Each of these stations would increase the livability
qualities of the urban core by taking automobiles off the road and providing a much needed
transportation alternative that does not exist today. Environmental benefits would also be significant.
Emissions in the region would be reduced by introducing environmentally friendly train sets and the
downtown locations would encourage more bus, pedestrian and bike travel.

The intercity passenger rail system would also serve as a link into other transportation systems in South
Florida, specifically MetroRail and the Miami People Mover in Miami Dade County, The Wave trolley in
Fort Lauderdale, and local bus transit systems. Providing a more seamless mode of travel for the public
will help encourage the non-highway mindset that is much needed in South Florida.

Introduction of intercity passenger service in the FEC corridor is consistent with the goals and purposes
of the US Department of Housing and Urban Development funding for the development of a sustainable
region planning process (www.Seven50.org) in Southeast Florida.

We support the All Aboard Florida initiative and hope you recognize the net positive environmental
benefits of this project.

Sincerely,
4

3440 Hollywood Boulevard, Suite 140, Hollywood, Florida 33021
Broward (954) 985-4416, State (B00) 985-4416
Fax (954) 985-4417, e-mail sfadmin@sfrpc.com, website: www.strpc.com


110 East Broward Blvd
greater SW Fort Lawes, FL 95901
fort lauderdale
alliance [BsanR?

July 24, 2012

Mr. David Valenstein

Supervisor Environmental Protection Specialist
Federal Railroad Administration

U.S. Department of Transportation

1200 New Jersey Avenue, Southeast
Washington, DC 20590

RE: All Aboard Florida
Dear Mr. Valenstein:

As President and CEO of the Greater Fort Lauderdale Alllance, Broward County's public/private
partnership for economic development, { am writing in support of the All Aboard Florida project which
will bring a much needed alternative transportation mode to Florida. For more than two decades,
passenger service in the Florida East Coast (FEC) Corridor has been discussed by the community and
several hundred public meetings have taken place to date. Passenger service In the corridor has been
part of medium- and long-term transportation plans in South Florida.

All Aboard Florida contemplates three stations in South Florida—downtown Miami, downtown Fort
Lauderdale, and downtown West Palm Beach. Each of these stations would increase the livability
qualities of the urban core by taking automobiles off the road and providing a much needed
transportation alternative that does not exist today. Environmental benefits would also be significant.
Emissions in the region would be reduced by introducing environmentally friendly train sets and the
downtown locations would encourage more pedestrian and bike travel.

The Intercity passenger rall system would also serve as a link Into other transportation systems in South
Florida, specifically MetroRall, The Miami People Mover, The Wave, and local bus transit systems.
Providing a more seamless mode of travel for the public will help encourage the non-highway mindset
that ls much needed In South Florida.

We support the All Aboard Florida initiative and hope you recognize the net positive environmental
benefits of this project.

‘With warm regards, | am

Presidént and CEO

Partnership for Economic Growth
Broward County's Official Economic Development Partnership
gflalliance.org


Section 3. The DDA Board of Directors urges the Florida Department of
Transportation and other regulatory/funding agencies to support the project as necessary.

PASSED AND ADOPTED this 10th day of May 2012.

Le oe é j
7.
he’s Wren
Executive Director

W// / |
J opes
SeCretary to th€ Board of Directors


FLORIDA
CHAMBER
of Commerce

The intercity passenger rail system would also serve as a link into other transportation systems
in South Florida, specifically MetroRail, The Miami People Mover, The Wave, and local bus
transit systems. Providing a more seamless mode of travel for the public will help encourage
the non-highway mindset that is much needed in South Florida.

We support the Ail Aboard Florida initiative and recognize the net positive environmental
benefits of this project.

Sincerely,

DM he

David A. Hart

Executive Vice President , Florida Chamber of Commerce

CC: Mark Wilson, President & CEO

Anthony Connelly, Chair, Florida Chamber of Commerce Board of Directors


RESOLUTION NO. 05-01-12

A RESOLUTION OF THE BOARD OF DIRECTORS OF
DOWNTOWN DEVELOPMENT AUTHORITY OF FORT
LAUDERDALE (“DDA”) OF THE CITY OF FORT
LAUDERDALE, FLORIDA IN SUPPORT OF THE PROPOSED
“ALL ABOARD FLORIDA” PRIVATELY OWNED,
OPERATED AND MAINTAINED PASSENGER RAIL
SERVICE BETWEEN DOWNTOWN MIAMI AND ORLANDO
BEING DEVELOPED BY FLORIDA EAST COAST
INDUSTRIES, INC; FURTHER ENCOURAGING FLORIDA
EAST COAST INDUSTRIES, INC. TO CONSIDER PLACING
ADDITIONAL STATIONS AT HIGH DENSITY / HIGH
COMMERCIAL INTENSITY AREAS ALONG THE ROUTE IN
ORDER TO BETTER CONNECT DOWNTOWN FORT
LAUDERDALE TO OTHER PARTS OF THE REGION; AND
FURTHER URGING THE FLORIDA DEPARTMENT OF
TRANSPORTATION AND OTHER REGULATORY/FUNDING
AGENCIES TO SUPPORT THE PROJECT AS NECESSARY.

WHEREAS, Downtown Fort Lauderdale is one of South Florida’s largest, most
utilized transit-oriented neighborhoods, featuring one of the State’s largest employment centers,
a growing high-density residential community, and major cultural and entertainment
destinations; and

WHEREAS, despite these facts, Downtown Fort Lauderdale is not currently served
directly by regional or intra-state passenger rail; and

WHEREAS, Florida East Coast Industries, Inc., owners of the FEC corridor, has
announced plans to develop privately owned, operated and maintained passenger rail service
between Downtown Miami and Orlando, with additional stops at Fort Lauderdale and West Palm
Beach; and

WHEREAS, the DDA finds that this proposed service is consistent with and furthers the
Downtown Fort Lauderdale Master Plan’s expressed goals for such service; and

NOW, THEREFORE, be it resolved by the Board of Directors of the Downtown
Development Authority of Fort Lauderdale of the City of Fort Lauderdale, Florida.

Section 1. The recitals are true and correct and are adopted by reference and
incorporated as if fully set forth in this Section.

Section 2. The DDA Board of Directors supports the proposed “All Aboard Florida”
privately owned, operated and maintained passenger rail service between Downtown Miami and
Orlando being developed by Florida East Coast Industries, Inc.

Section 3. The DDA Board of Directors encourages Florida East Coast Industries,
Inc. to consider placing additional stations at high density / high commercial intensity areas
along the route in order to better connect Downtown Fort Lauderdale to other parts of the region.


Colin Henderson

From: Milligan, Lauren [Lauren.Milligan@dep.state.fl.us]
Sent: Thursday, August 30, 2012 11:50 AM

To: Colin Henderson

Subject: RE: All Aboard Florida - CAMA

Dear Colin:

That is correct. Since there are no substantive changes to the actual project footprint or conditions and no
relevant changes in the CZMA or FCMP criteria, further review of this proposal by the Florida State
Clearinghouse is not necessary. Our comments still stand and the project is still considered consistent with the
FCMP.

Thank you,
Lowen

Lauren P. Milligan, Environmental Manager
Florida State Clearinghouse

Florida Department of Environmental Protection
3900 Commonwealth Blvd, M.S. 47
Tallahassee, FL 32399-3000

ph. (850) 245-2170

fax (850) 245-2190

Please take a few minutes to share your comments on the service you received from the department by clicking on this
link. DEP Customer Survey.

From: Colin Henderson [mailto:colin.henderson@tylin.com]
Sent: Thursday, August 30, 2012 10:40 AM

To: Milligan, Lauren

Subject: All Aboard Florida - CZMA

Hi Lauren — Thanks again for returning my call regarding the Coastal Zone Consistency review. Based on our discussion,
it is my understanding that the initial consistency determination by the State Clearinghouse for the South Florida East
Coast Corridor Transit Analysis performed in November 2006 would still be valid for our current project along the same
FEC rail corridor and that there has been no change in CZMA or FCMP criteria that would affect that determination. This
would be especially true since it is an existing rail corridor and no modifications to the waterways or bridge crossings are
proposed.

| also understand that if there are any environmental permits required as the project moves forward, that consistency
with the FCMP will be reviewed once again at that time.

Please confirm that my understanding is correct and let me know if | missed anything.
Thanks for your help.
Colin Henderson

Vice President
Environmental


Signed, sealed and delivered In the
presence of:

FLORIDA EAST COAST INDUSTRIES,

INC., a Florida corporation
By:.

Printed NAme:_ Colleen Coble
Title: _V Execehve VW Presidin’

Date: “Uae if 1



bf eatoad

Chamber of Commerce & Industries

July 24, 2012

Mr. David Valenstein

Supervisor Environmental Protection Specialist
Federal Rallroad Administration

U.S. Department of Transportation

1200 New Jersey Avenue, Southeast
Washington, DC 20590

Dear David:

{ am writing in support of the All Aboard Florida project which will bring a much needed alterative
transportation mode to Florida, For more than two decades, passenger service in the Florida East Coast
(FEC) Corridor has been discussed by the community and several hundred public meetings have taken
place to date. Passenger service in the corridor has been part of medium- and long-term transportation
plans in South Florida.

All Aboard Florida contemplates three stations in South Florida—downtown Miami, downtown Fort
Lauderdale, and downtown West Palm Beach. Each of these stations would increase the livability
qualities of the urban core by taking automobiles off the road and providing a much needed
transportation alternative that does not exist today. Environmental benefits would also be significant.
Emissions in the region would be reduced by introducing environmentally friendly train sets and the
downtown locations would encourage more pedestrian and bike travel.

The intercity passenger rail system would also serve as a link into other transportation systems in South
Florida, specifically MetroRail, The Miami People Mover, The Wave, and local bus transit systems.
Providing a more seamless mode of travel for the public will help encourage the non-highway mindset
that is much needed In South Florida.

We support the All Aboard Florida initiative and hope you recognize the net positive environmental
benefits of this project.

Chairman
HCCI

240 East 1th Avenue Sulte # 217
Hialeah, Florida 33010
PH: 305 888 7780 Fax: 305 888 7804